Ace Lightning: Wrath of the Master Programmer
by Wile E. Coyote
Summary: Set 3 years after the prequel. Ace Lightning is in deep trouble. Lord Fear has returned and is slowly recreating his army. And a mysterious being named Kilobyte is trying to destroy Ace. What will our hero do? Rater K for death.
1. Attack At The Thunder Tower

Author's Note: This story is based three years after my other fanfic. The Master Programmer is not a human or has the name Rick. Kilobyte and Rotgut are in this story, and Fred is not a small wasp to begin with and the Doom Wagon is not created by Kilobyte. Some speech will be from the television series. So just enjoy this fanfic and don't criticize! I dislike criticism! claws at the screen for anyone who is planning to deliberately criticize the story

**Ace Lightning: Wrath of the Master Programmer and the Ultimate Villain Showdown**

**Chapter 1: Attack At The Thunder Tower**

The Sixth Dimension, a magical realm, home to many different creatures like the unicorn, the centaur, the merpeople and even talking pieces of poo. The most well known creatures that occupy the Sixth Dimension were the Lightning Knights, an organisation of superheroes that could manipulate electricity. The Thunder Tower, their headquarters, was a large observatory like building, hidden in a mountainous region. Most of the base was built underground, but there were also many warehouses hidden within the rocky walls surrounding the Thunder Tower.

A group of three dark figures watched secretly from a high cliff above the Thunder Tower. One was tall and skinny, while the one next to it was even skinnier. Compared with them, the third figure was enormous, with two large yellow bug-eyes. The tall figure turned to face the large figure.

"You go in first and disguise yourself, then when I give the signal and then we'll destroy the Lightning Knights and grab the Amulet and also several minions in the process" said the tall figure.

"And be careful mate, those Lightning Knights aren't half crazy!" added the skinny figure.

With a screech, the large figure hovered into the air using large buzzing wings and it flew off towards the Thunder Tower. Just then, a loud blow of a horn caught the mysterious figures by surprise. A small ship came into view and it landed on the ground. A line of Lightning Knights stepped out of the Thunder Tower to greet the ship.

Leading the group of Lightning Knights was Ace Lightning. He hadn't changed much, only he was more muscular and his blonde hair was a little longer.

Beside him was Sparx, who had ranked up in the Lightning Knights and was now a Lightning Lieutenant and the Sword of Jacob had been upgraded and it was now able to powerful blasts of fires. Sparx was taller and she had decided to let her red hair loose. It was now down to her shoulders and her fringe was now hiding her eyebrows. Sparx still secretly had a crush on Ace, but she was still too afraid to tell him.

Among the large line of Lightning Knights was also Thunderfoot. He was a bit taller than before, as he was now fourteen.

The side of the ship opened and a flight of stairs stretched out onto the ground. A burly man in smart clothes with greying marched out of the ship and approached Ace and Sparx. He had a metal jaw.

"Welcome General Thunderjolt" greeted Ace, saluting the man.

"Enough of the pleasantries, Lightning" said the general gruffly. "Show me around quickly, I've got a date with pixie in two hours!".

"As you wish sir" said Ace and led General Thunderjolt into the Thunder Tower.

The two figures watched as the Lightning Knights vanished. With a short cackle, the two boarded a strange motorbike vehicle. The seat was actually a coffin and at the back of the vehicle was covered with rockets. On the front of the vehicle was a skeleton gripping a chainsaw. On the side of the vehicle was some words painted in emerald colours, spelling out the name of the vehicle:

T H E D O O M W A G O N

Inside the Thunder Tower, the Lightning Knights led Thunderjolt into a large room where many random objects stood.

"What do you call this room?" asked Thunderjolt. "The room of random objects?".

"No sir, this is where we keep all the villains we've arrested, only we have put them in suspended animation and trapped them in these objects" explained Thunderfoot, stepping up.

"But, these are all objects from that Carnival of Doom that was demolished three years ago" said Thunderjolt.

"Yes sir" said Sparx, getting bored.

There hadn't been much for Sparx to do in after Lord Fear was defeated. Most of the main troublemakers had been arrested and were in this room. Sparx frowned as her fringe blocked her eyes again, so she quickly brushed it aside.

Just then, there was a giant booming explosion, and part of a wall came flying inwards. Bricks and stone went flying in all directions.

"What in the name of Zoar?" cried Blackout, running into the room.

A giant figure crawled into the room through the destroyed room. It was a giant wasp, about the size of a rhinoceros and just as nasty. Two snapping crab-like claws sat at the front of the wasp, reaching out to any nearby Lightning Knight. It looked around the room with two large yellow eyes.

"Uh-oh!" said Thunderfoot.

The wasp reared back its head and screeched, before extending its large wings and flying up into the air. It then suddenly swooped down towards the Lightning Knights.

"Attack!" shouted Ace and every Lightning Knight in the room started firing lightning bolts or bullets from their wrist cannons, swords and guns.

The wasp dodged every attack with amazing agility. One of its claws shot down and seized a test-your-strength machine as it flew over head. Ace formed a powerful lightning ball and he threw it at the wasp. He missed unfortunately and blew a hole in a wall.

A sudden cackle filled the ears of Ace. His eyes were minuscule as the cackling rang in his head. He shook his head in disbelief.

"It can't be?" said Ace and he looked towards the first smashed wall.

There he was, the Master of Fear himself, Lord Fear, standing triumphantly on the Doom Wagon. Fear looked even more ancient than ever. His hat and cloak were now black and the brim around the hat was green. In Fear's hand was Staff Head, who had gone under an amazing transformation. Staff Head now looked like a large fat frog sitting on a stick. Two large purple bat wings protruded out of his shoulders and a glass orb sat on top of his head. He still had his glowing red eyes. As an addition, he now had long movable frog legs, teeth and eyebrows.

"Foolish Lightning Knights, you have been led into a cunning ambush!" laughed Lord Fear and dashed into the room on the Doom Wagon, firing laserbeams from Staff Head.

Several Lightning Knights were hit, some injured, and some even killed. Fear blasted down a door and flew through it. Ace ran off after his arch nemesis. Ace decided he would fly to pick up speed and time. Fear and Ace flew through the steel corridors of the Thunder Tower until Ace lost Lord Fear.

"Damn it!" snarled Ace.

He stood and thought for several seconds and then realised when Lord Fear was heading for.

"The Amulet Chamber!" cried Ace and he was off like a flash.

Ace reached the Amulet Chamber, a small room with a green capsule in the centre, containing the triangular magical Amulet of Zoar. Lord Fear stood at the capsule slowly making a hole in the glass with Staff Head so he could get the Amulet.

"The Amulet is mine!" said Lord Fear.

"Not so fast, Lord Fear!" said Ace.

Lord Fear froze in shock, than he turned around and smirked at Ace with great interest.

"Ace Lightning, I must say this is unexpected…" said Lord Fear.

"What? That I'd see you again trying to steal the Amulet?" asked Ace angrily.

"No, you moron! It's unexpected that you're about to die!" laughed Fear and blasted Ace with a laserbeam from Staff Head.

Ace fell to the floor, but quickly stood up and fired lightning bolts at Ace. Fear blocked all of the attacks, except one the sent him flying through the air, smashing into the Amulet capsule and falling to the ground on the other side. The Amulet floated in the air, but it was spinning around wildly as Lord Fear had hit it in his flight.

Lord Fear angrily stood up and aimed his staff at Ace. Ace raised his wrist cannons and prepared to fire a powerful electrical blast at Fear. The two enemies unleashed their attacks at eachother, but forgot one important thing:

"The Amulet!" cried Ace and Lord Fear at the same time.

The two looked on as the Amulet was hit by the two powerful attacks. The mystical artefact shook and rumbled uncontrollably and then it shattered, a mighty blast of energy spreading throughout the room at warp speed. Ace and Lord Fear were hit and were flung into the opposite walls. Ace was hurt by the collision with the fall and fell unconscious. Fear managed to get himself up and saw the Amulet split into seven pieces like before. A swirling purple vortex appeared out of no where and sucked the fragments in, except one which fell to the floor with a loud clatter. The portal snapped shut and the room was filled with silence. Lord Fear and Staff Head were bewildered.

Lord Fear slowly limped over to the abandoned Amulet fragment, which was the bottom right-hand piece. He smiled and placed it in his cloak.

"Come my loyal staff," said Lord Fear "We must retreat".

Fear clambered aboard the Dooms Wagon which was parked nearby and he raced off back towards the warehouse.

In the warehouse, the giant menacing wasp snatched up a small stone gargoyle that was perched on a shelf. Sparx flew in on the Lightning Flash and slashed at the wasp's body. The insect screeched as it felt the pain from the blade in Sparx's grip. The wasp then suddenly did a 360 degree spin and smashed Sparx to the floor with his claws. Thunderfoot ran over to Sparx. There was a massive black bruise on her head.

"Sparx, are you alright?" asked Thunderfoot.

"I've had better days" groaned Sparx as she slowly stood up, rubbing the back of her head from the collision with the floor.

"We've got to exterminate the bug!" said Blackout, running up to the two.

General Thunderjolt was being protected by several Lightning Knights and he watched in awe as the wasp flew overhead and grabbed a pig-like bin from the ground as if it were a fox grabbing a chicken.

"I thought the giant wasps were all wiped out many years ago…" said Thunderjolt "Guess not!".

Lord Fear came flying into the room on the Doom Wagon. The wasp joined him and placed the gargoyle on the back of the monstrous motorbike.

"Come my powerful beast; let us return to the Carnival of Doom! Muhahahaha!" said Lord Fear and cackled. The two villains flew out of the Thunder Tower, taking the items with them.

From the trees that were outside tower, hid Lady Illusion, watching Fear and the wasp fly off into the night sky. She still wore her battle costume, but had made a few adjustments to it. Her long sleeves she had cut down so her arms down to her elbows were visible. She also wore a multicoloured transparent cloak as a bonus.

"So, Lord Fear is back" said Lady Illusion and she morphed out in a brilliant flash of light.

Ace emerged into the warehouse, only to be approached by a red-faced Thunderjolt.

"Lightning! What have you been doing! Lord Fear got away with the Amulet!" shouted Thunderjolt.

"Actually sir, I fell unconscious, but when I awoke, I checked the security cameras and discovered that the Amulet shattered but six of the seven pieces vanished into a portal" explained Ace.

"Very well, we must locate the fragments as quickly as possible," said Thunderjolt "I will return to my home and plan our next move".

"Yes sir" said Ace and bowed before Thunderjolt who left in quite a hurry.

Thunderfoot and Sparx walked up to Ace. Sparx had a bandage on her head, but long fringe hid most of it.

"Where is General Snotball going?" asked Thunderfoot suspiciously.

"He is leaving" said Ace.

"What a coward!" said Sparx.

"I do not trust him…" said Thunderfoot.

"Thunderfoot, you do not trust hardly anybody" chuckled Ace.

"Good point!" said Thunderfoot and he walked off.

"How long will it take to clear up this place?" asked Ace.

"About two hours…well, that's my guess" said Sparx smiling.

Ace nodded in agreement, but then went into thought again. What did Lord Fear want with those items?

"I wonder…" said Ace.

"You wonder what?" asked Sparx confused.

"Why did Fear need that giant wasp to help him? And why did he steal those item?" questioned Ace.

"Well that is easy!" said Sparx "He took the items so he could free his minions from their prisons".

"Of course! Why didn't I think of that?" cried Ace.

"Because I did!" said Sparx triumphantly.

At the Carnival of Doom, which had been recreated by Fear's power, Lord Fear spied Lady Illusion on the roof of the Haunted House and blasted her down onto the ground.

"Greetings Lady Illusion, how nice of you to…drop in!" cackled Lord Fear.

"I've come to ask you for forgiveness" whimpered Lady Illusion, trying to not sound weak from her sudden fall.

"Forgive you? I think not!" said Lord Fear. "You have betrayed me and I do not like traitors!".

"Yeah, Lord Fear doesn't like traitors!" said Staff Head.

"I just said that!" snapped Fear.

"Sorry milord" apologised Staff Head.

"Besides, I have a piece of the Amulet and I will use its power to blast you into oblivion!" said Lord Fear.

"But I have two pieces…" cried Lady Illusion which caught Lord Fear's attention.

"What?" asked Lord Fear in sudden surprise.

Lady Illusion slowly stood up to face Lord Fear, reached into a pocket and revealed the bottom and top pieces of the Amulet. Lord Fear's mouth fell open and he snatched the pieces from the lady.

"Well done, my lady" said Lord Fear. "You're punishment shall be suspended".

He then turned around to face the three objects the wasp had stolen from the Thunder Tower. The first was an old carnival test-your-strength machine, the bell missing. The second was a small stone gargoyle, holding a shield in its arms. The third was a medium-sized trash can shaped like a pig with its wide mouth open.

"And now, my minions are to be revived from the dreadful prison of the Sixth Dimension" said Fear and he stepped up to the test machine. He aimed Staff Head at the core of the machine, but an orange glow of strange energy flew out of Staff Head's orb and surrounded the test machine. It started to melt away and take a new form: The Anvil.

Anvil stood in the place of the strength machine. He was the dim-witted muscle of Lord Fear's gang. A large muscular mutant rhinoceros with a deadly iron anvil attached to his right arm. He was much more bulky than before and he now wore a belt to keep his trousers from falling down, since he now had such muscular legs.

"Anvil strong! Stronger than before!" roared Anvil and smashed his anvil on the dead grass and laughed.

"Good to have you back muscular minion" said Fear "And time to bring back another long lost minion!".

He used the same energy on the gargoyle and it quickly changed shape, forming into a large fat rat with ripped bat wings and dressed in a clown costume. It was Lord Fear's sneaky and devious spy, Dirty Rat. He flew up into the air and spun around joyfully.

"Oh yeah! The rat is back big time baby!" cheered Dirty Rat.

"Oh crikey, not the rat!" moaned Staff Head.

"No need for negativity, Staff Head" said Lord Fear. "Even the rat has a role to play in this battle".

Fear then cackled and sprayed more energy over the trash can. It wobbled dramatically before it started morphing. Large wide arms ripped out of the sides and the bin became fatter. Then a large fat head formed on top of the bin as it became a living creature. It was Pigface, Lord Fear's most grotesque minion to record. The ugly pig was now fatter than ever and snot dripped from his massive snout.

"Mmmm…Pigface hungry. When can Pigface eat?" asked Pigface squealing loudly.

"Not yet my picky pig, but Ace Lightning can be on your menu" said Lord Fear.

"Milord, why don't you use the Amulet pieces to summon a new minion?" suggested Staff Head.

"Excellent idea my loyal staff!" said Lord Fear and lifted two of the three pieces to his face and connected them. Purple sparks of energy shot out of the connected pieces as a new minion was being called to respond. The minion slowly appeared, ripples of energy spread over a wooden gravestone that stood alone beside the haunted house. A long rotting arm came out of the ground and seconds later, a zombie dressed in cowboy clothing stood before Lord Fear and his minions. The zombie groaned and then took off his hat.

"Yee-haw! Howdy partners! Name's Rotgut!" said the zombie, as one of his hands snapped off.

Rotgut groaned with annoyance as he picked up his hand and placed it back on his handless arm.

"Sorry about that. I hate it when that happens!" said Rotgut.

"LF, you summoned a zombie…" whispered Dirty Rat to Lord Fear, but Rotgut heard him and went into a terrible tantrum.

"I'm no zombie! Ya talkin' to the walking dead!" said Rotgut angrily.

"Walking dead? Does that mean he's evil?" asked Staff Head.

"Duh!" said Dirty Rat.

Rotgut's hand fell off again and it scurried away like a spider. Rotgut noticed it was fleeing and gave chase.

"Get back here ya varmint!" cried Rotgut as he chased his hand around a corner.

"Weird guy" said Dirty Rat and Pigface and Anvil nodded in agreement.

"Agreed rodent, but we now have enough power to take down Ace Lightning! Once and for all!" said Fear and he and his minions bellowed with laughter, except Lady Illusion who was looking miserable as ever, and Rotgut who was too chasing his hand.

The Master Programmer, a mysterious red-eyed creature watched from his Fortress of Solitude, in the Dimension X. He smirked as Lord Fear cackled endlessly.

"Ha! Everything is going according to plan! Muhahahahahaha!" said the Master Programmer and burst out laughing.

Will Lord Fear and his gang defeat Ace Lightning once and for all time? Can Ace and his allies find the pieces of the Amulet and defeat Lord Fear? What does the Master Programmer have planned? Find out next time in Ace Lightning: Wrath of the Master Programmer, Chapter 2, The Cyber Stalker.


	2. The Cyber Stalker

Author's Note: I forgot to mention in the first chapter, that the heroes and villains will be travelling through other dimensions where they will meet characters from other things such as video games. All characters and places are copyrighted to their respectful owners. Professor Frizzle is copyright to LightningFlash.

**Chapter 2: The Cyber Stalker**

Ace walked down a corridor towards a large metal that said "Secret Laboratory" on it. Ace pulled down the door handle and stepped into the lab. It was a large white room with large lights hanging overhead that you would have found in a library. Many shelves of formulas and potions were lined up all over the room. A large workbench stood in the middle of the room and a strange capsule containing a one-eyed skeleton creature stood in a corner of the room.

"Hello? Professor Frizzle?" called Ace, only to be hit in the back of the head by something heavy.

Ace turned around, ready to blast whatever attacked him, only to find a small man with frizzy red hair staring up at him angrily. He wore spectacles and a lab coat.

"Ace Lightning! How did you get into my secret laboratory!" shrieked the man, leaping up and down in rage.

"Because it says on the door that it is a secret laboratory…" said Ace.

"Oh…" said Professor Frizzle. "Anyway, vat do you vant?"

"I need a new weapon to use against Lord Fear," said Ace. "And a translation booklet".

"Lord Vear is back, that cwazy skeleton can't even pway the organ!" said Frizzle.

Frizzle led Ace to a closet and swung the doors open, one hitting Ace it the head. Frizzle took a strange blue pistol from a low shelf and handed it to Ace.

"This is my Supreme 3000 Super-Mega Ultra Deluxe Version 5.0 MK II Lightning Blaster Gun!" declared Frizzle "The pistol is able to fire lightning at great velocity and strength!".

Ace looked at it proudly and placed it in his jacket.

"And vat about that translation book you require. Vy do you need vat?" asked Frizzle.

"Well I've located a piece of the Amulet in Dimension One, The Mushroom Kingdom," said Ace. "But I'm not sure that the people who live in that Dimension speak English, so that is why I need the translator book, as well as a creature guidebook".

"Very vell" said Frizzle and he quickly dashed to a bookshelf, grabbed two books, shoved them in Ace's arms and shoved him out of his laboratory.

"Now get your backside out of my laboratory!" shouted Frizzle and pushed Ace out of the lab.

Ace was quite taken back by Frizzle, but then again, the professor was always like that. He quickly walked away, not noticing Anvil sneak around a corner and smash the door of the lab down.

Frizzle angrily dashed at Anvil and leapt up to perform a flying kick, but Anvil easily grabbed Frizzle in midair by the foot and tossed him away. Frizzle collided with a shelf full of beakers and testtubes and one fell into his hand. Anvil approached Frizzle angrily.

"Lord Fear needs potion to destroy puny Ace Lightning!" shouted Anvil, his eyes staring darkly at Frizzle.

"You vant potion, you got it!" snapped Frizzle and threw the test-tube at Anvil. It hit him in the head and explosion of green smoke engulfed Anvil. When the smoke cleared Anvil was clutching him head, and then he looked up, his eyes wide.

"My god, it appears that I have become ludicrously intelligent…" said Anvil and with a shriek, he fled.

Frizzle chuckled and then ran to a capsule where a piece of cheese floated.

"Zoon my cheeze monster will be alive and I shall destwoy… something!" announced Frizzle.

---

It was evening at the Carnival of Doom, and as the creepy winds whirled through the corners of the haunted theme park, Lord Fear sat in the haunted house, hammering down on the organ keys with his long bony fingers. Spooky organ music echoed throughout the building as Lord Fear played; wraiths flying out of the organ's pipes.

Staff Head stood beside Lord Fear, stretching his frog legs with little strength. Lord Fear then finished playing and an applaud instantly homed in.

"That was simply blood-curdling, sir" said a female voice, but it was not of Lady Illusion's.

"Thankyou, Poison Ivy!" said Lord Fear and turned to face a young girl.

Poison Ivy was a young woman who was in her early 20's. In fact she was only 21 years of age. She had long green hair that went down to her hips. Amazingly her hair was made of long thorny vines. She had pale green skin and emerald coloured eyes. She wore a frock completely made up of leaves and no shoes, just bare feet which shivered on the cold stone floor.

She had recently been summoned by Lord Fear when he used the third Amulet piece he had with another.

"Hey Poison, maybe you could use your vines to make a large leaf fan for me, I need some shade!" giggled Staff Head.

He got more than he bargained for when Poison Ivy started changing shape and formed into a monstrous flycatcher. Her gorgeous emerald eyes shrunk into ditty black eyes and sharp fangs formed in her mouth, eye one dripping with mucus. Her long elegant hair morphed into spiky, short rotting weeds on the back of the leviathan plant's head. Long rippling vines lashed out and twirled around Staff Head's body, blocking off his pathways to air.

"Silence you talking toothpick! I will not be insulted by your pathetic voice!" hissed Poison, her vines tightening around Staff Head.

"Mmmhmmmhmmm!" muffled Staff Head desperately. He was not able to launch a blast of energy at Poison, for he needed air was one of the essential ingredients for his heat beams.

"Try to do that again and you'll be snapped in half and put through a wood chipper! Understood!" shouted Poison.

Staff Head nodded cowardly and Poison released her grip on the frog and reverted back to her humanoid form. With a quick glance to Lord Fear, Poison marched out of the haunted house and snuck away into the darkness.

"She is powerful" said Lord Fear.

"And dangerous, milord!" cried Staff Head, who lay on the floor, panting for air.

Lord Fear knelt down and picked up Staff Head, just as Dirty Rat flew in, looking as if he had just been laughing for ages.

"LF, Anvil got into a spot of trouble at the Thunder Tower, but the result may please you!" chuckled Dirty Rat.

Anvil entered the room, a pair of spectacles placed in front of his beady eyes. A book was hiding most of his face, the title reading "History of the Lightning Knights".

"Ah! So that is how the Lightning Knights were able to use electricity!" said Anvil intelligently.

"Looks like Anvil has been spending the time revising for a place at college! Hehehehe!" cackled Staff Head.

"Laugh if you want, buffoon!" cried Anvil, glaring at Staff Head, "But this is an important study. We could discover some amazing facts about the Lightning Knights and find their most powerful weakness!".

"I agree with Anvil, besides his new intelligence may help us create a weakness for the Lightning Knights!" announced Lord Fear and he started cackling tremendously.

---

In the Fortress of Solitude, the evil Master Programmer sat in a seat, typing away at a large computer console. On the screen above him, large red worlds flashed.

"_Project Kilobyte 2 is now completed…_" announced the computer.

"Excellent, prepare to download the project! My master plan in now in session!" cried the Master Programmer.

"_Affirmative!_" said the computer and the project was downloaded.

"The time has come, Kilobyte!" whispered the Master Programmer and he smirked, his red eyes glowing in the darkness.

---

At the carnival, Lord Fear and his growing army were all attracted to a strange presentation happening on the carnival's giant ferris wheel. A strange new being was flickering its way into the dimension. It then took its form and with four long strange arms, it leapt off the ferris wheel and down onto the ground.

It was a tall humanoid figure with no hair. He had many tattoos scattered around the back and sides of his head. He wore greenish-grey body armour all over his body and werewolf-like feet. He has long black nails on his hands. He has colourless eyes and a fierce looking expression on his face. The weirdest thing about this creature was the four long, green octopus tentacles lancing out of holes in his back.

"Who are you!" asked Lord Fear to the eight-limbed being.

"I am Kilobyte, the Cyber Stalker…" said the man with a cold voice, "I have come to take over the Carnival of Doom!".

"I don't think so, Doctor Octopus!" shouted Lord Fear and fired laserbeams at Kilobyte. They didn't even harm Kilobyte. Anvil and Pigface ran forward and smashed into Kilobyte. He fell to the ground, but in the process, two of his tentacles lashed out and curled around the two heavyweights and threw them across the carnival.

"Never underestimate my power again, Lord Fear!" said Kilobyte, "Now bow to me!".

Dirty Rat dumbly bowed towards Kilobyte, and so did Rotgut. Lord Fear, Lady Illusion and Poison stood their ground.

"We will not bow to you…but we are willing to help you destroy Ace Lightning!" said Lord Fear.

"Ace Lightning… that foolish Lightning Knight will be eliminated…permanently!" said Kilobyte.

---

In Dimension One, in the Mushroom Kingdom, Ace and Sparx stood kneeled before Princess Peach. Peach was blonde-haired girl in a pink dress, white gloves and a golden tiara. Beside Peach was Mario, a small moustached man dressed in a red cap and shirt and blue trousers.

"And so you see your majesty, we must have the piece of the Amulet you found, otherwise our world will be in jeopardy" explained Ace to the princess.

"Hmmm… so this Lord Fear needs your Amulet to gain untold powers and destroy the universe… I see!" said Peach and took a piece of the Amulet from a pocket in her gown and handed it to Ace.

"Thankyou your royal highness" thanked Ace and he began to make for the exit.

"See ya!" said Sparx and followed after Ace.

The castle then started shouting and Sparx fell over. The wooden doors were shredded to pieces and entered Bowser, a giant fire-breathing demon with more spikes on his back than you could shake a star rod at. Behind him came several Goombas, grumpy looking mushrooms, and Koopatroopas, flying turtles with wings.

"Muhahaha, Princess Peach! Time to kidnap you again!" laughed Bowser.

"Ack! It is a' Bowser!" cried Mario and ran to the demon and kicked him in the head.

Ace and Sparx fired lightning bolts and fired Bowser and his minions. Bowser retreated and ran out of the castle, cursing Mario as he went.

"I rule!" cried Mario, doing some sort of dance. Peach joined in.

Then, another figure entered the castle. It was the giant wasp. Sitting on the bug's back was a tall muscular man with octopus tentacles wriggling in the air like mythical serpents.

"Who are you? How dare you infiltrate the princess' castle!" cried Toadstool, a small man wearing a toadstool for a hat.

"I am Kilobyte the Cyber Stalker… and you have just signed all your death warrants!" said Kilobyte and his four tentacles shot forward like ropes and grabbed Ace, Sparx, Mario and Princess Peach. Kilobyte's grip tightened around Ace more than the others.

"So you are the powerful Ace Lightning" laughed Kilobyte "You are weaker than I expected".

"Oh really!" breathed Ace and fired a lightning bolt from his free wrist cannon and damaged Kilobyte, striking his chest.

Kilobyte groaned and loosened his grip on his hostages. Sparx and Mario got free and started attacked Fred and Kilobyte flinging tentacles. Mario pulled a yellow cape from a pocket and flung it at the wasp. It slapped him across the head. The wasp, who Kilobyte had named Fred, screeched and smacked Mario away. Sparx leapt into the air and with a cry of war, came hurtling down on one of Kilobyte's tentacles, and slashed it clean off. The tentacle went falling to the grow and it faded it out. Kilobyte roared with anger and threw Princess Peach across the room. She landed in the safe arms of Luigi, Mario's brother.

"Thankyou, Luigi!" said Peach happily. Luigi nodded and then ran to help Mario fight off Fred.

Ace formed a lightning ball and it collided with Kilobyte, who was flung off Fred and onto the floor. Ace walked to Kilobyte and powered up his wrist cannons.

"Nice meeting you Kilobyte, but you're about to go back to your fist tank!" said Ace.

Lord Fear then burst into the room, via through a brick wall and blasted Ace with a well aimed laserbeam. Ace fell to the floor, the newly acquired Amulet falling out of his jacket. Lord Fear successfully picked it up.

"Let us leave!" said Lord Fear and he left. Kilobyte clambered onto Fred's back and the giant wasp flew away.

"We're in trouble…" said Sparx.

"No kidding," whined Peach "I broke a nail!".

---

The villains arrived back at the carnival, and Lord Fear was eager to summon a new minion to do his evil bidding. But what surprised Kilobyte was that Lord Fear had another thing in mind.

"Lord Fear, if you even try to connect all the piece of the Amulet you have collected so far, you will probably destroy yourself" said Kilobyte.

"Silence! I will not listen to your pathetic warnings!" said Lord Fear and he ignorantly connected the pieces together. A powerful burst of energy exploded from the pieces as they met and sent Lord Fear and Kilobyte flying to the ground. The two villains watched as the pieces spun around in the sky, becoming a blur of purple energy.

Then the pieces fired a giant beam across the carnival midway and a gigantic portal appeared, swirling with green light. A giant dark shape squeezed its way out of the portal and out into the carnival. It was a giant metallic ghost ship. A glowing green was its colour and it hovered in the air with giant rocket boosters. Several spikes jutted out of the sides of the old ghostly galleon. Four long wings shot out diagonally in different directions, in the formation of an X. Like all ships, the name of the ghost ship was written on the underside of the ship, which was covered in flashing lights and gun turrets. The ghost ship was called: The Deathstrike.

"What in the Sixth Dimension?" cried Lord Fear.

"Blimey, it is huge!" stated Staff Head.

The Deathstrike slowly set foot on the ground and the transparent anchor that was built onto the ship vanished into the ground. A hatch in the ships underside opened and out of it came the weirdest creature Lord Fear had ever set eyes upon.

The creature had a centaur body structure. The lower body was a spider's abdomen, complete with eight long legs, all coated in armour. The upper body was more humanoid and coated in orange knight-like armour. It had long spiked arms with perfectly shaped human hands. His head was protected by a metal helmet with spikes angled outwards. A pair of yellow eyes stared at the viewers. The creature scuttled down towards Kilobyte, smirking.

"Greetings Kilobyte. I am Spidertor, the leader of the ground forces of Behemoth X!" said the spider creature, "My master has been searching for you…for a very long time!".

To be continued…

Who are these mysterious people named Behemoth X and who is Spidertor's master? Could he possibly a "relative" of Kilobyte? Will Ace get back the pieces of the Amulet? Will Princess Peach be able to fix her broken nail? Find out next time on Ace Lightning: Wrath of the Master Programmer, Chapter 3: Enter Behemoth X.


	3. Enter Behemoth X

Author's Note: A quintuplet of villains are about to arrive in the Carnival of Doom, and I know… you're probably thinking "Not more badguys!". But I just love creating new villains! Enjoy! Oh and one more thing…wait…its coming to me…I'll get it in a moment… oh yes! I…no wait, it went again!

**Chapter 3: Enter Behemoth X**

Kilobyte examined Spidertor and then folded his arms with interest. Lord Fear didn't dare move, for he was completely stunned by what was happening.

"What do you mean by your master has been waiting and looking for me?" asked Kilobyte gruffly to the spider before him.

"I mean exactly what I mean," said Spidertor, his yellow eyes staring at Kilobyte hatred. "My master is very powerful and if you dare try to underestimate him, I will destroy you!".

"I'd like to see you try" said Kilobyte, his three remaining tentacles getting ready and attack Spidertor.

Spidertor laughed and pulled a sharp pike from his back and aimed it at Kilobyte. He then scuttled forward with fast agility, his pike leading the charge. Kilobyte stood firmly rooted to the ground and suddenly sprang up into the air like a wild cat, seized Spidertor's pike and landed behind the arachnid. Spidertor spun around to face Kilobyte and charged at him like a bull. Kilobyte was much quicker and his octopus tentacles were already binding around Spidertor's body.

"You fool! No one is able to defeat me!" said Kilobyte.

As Kilobyte crushed Spidertor's body, a giant jet of water collided with Kilobyte and made him drop Spidertor to the ground. Kilobyte was up in a flash, searching his surroundings for the one who soaked him. He found his answer in a large, fat, green shark wearing an eyepatch over his right eye. The shark "swam" down from the Deathstrike by floating in midair. He grinned at Kilobyte. He had a tattoo of some sort of sea demon on his side.

"Ahoy matey, I am Savashark" cried the shark in a pirate accent. "I am the navy leader of the Behemoth X".

"And I'm a mortal named Rick Siggelkow" said Kilobyte sarcastically.

A third figure stepped out of the Deathstrike, a spooky looking knight wielding a sharp sword.

"Lancelot!" cried Lord Fear.

"Correction, Sir Lancelot!" replied Lancelot.

Lancelot had changed over the three years since his defeat. He was now a haunted suit of black armour, a pair of glowing green eyes looking out of the visor. The red feather on the top of the helmet was now a dark blue. A strange green glow surrounded Lancelot's body and smoke foamed out of where his waist would be.

"You betrayed me to join a shark and a robotic spider!" shouted Lord Fear. "And I thought you were a loyal minion".

Lancelot gasped, his eyes wide. He dropped his sword and kneeled before Lord Fear.

"Forgive me, my lord" pleaded Lancelot.

Savashark and Spidertor approached Lancelot and pulled him up. Spidertor then smacked Lancelot on the side of the head, making the dead knight's helmet spin around.

"Shut up you idiot!" shrieked Spidertor.

"Yes, otherwise we'll throw you into Davy Jones' locker!" threatened Savashark.

Lancelot picked up his sword and pointed it at Savashark.

"How about I turn you into a sushi feast" suggested Lancelot furiously.

"Add the deranged octopus" muttered Lord Fear and Staff Head chuckled.

"SILENCE!" boomed a cold voice.

Lancelot, Savashark and Spidertor quickly got into a line and stood as still as statues. A dark feeling rose up in Lady Illusion's body and she shivered. Dirty Rat grabbed his sides and started to flap more slowly. Lord Fear rubbed his hands together and looking anxiously towards the open in the Deathstrike. A mysterious figure ventured off the Deathstrike, dressed in nothing more then a black cloak. A large black hood covered the darkness where his face should be. Two yellow eyes glared at the spectators.

"Stop your pathetic arguing!" snapped the cloaked man.

"Sorry Nebulous" apologised the others.

"Nebulous?" asked Lord Fear confused.

Nebulous turned to face Lord Fear and nodded. Once upon a time, Lord Fear and Nebulous had worked side by side and were battling the Lightning Knights, but an earthquake struck the battlefield they were on and Nebulous plunged into a ravine. And here he stood now, nothing more than a dark shadow.

"It has been a long time, Lord Fear" said Nebulous darkly.

"Yes…it has" said Lord Fear.

"There is no time for reunions!" shouted Kilobyte. "Let's destroy them!".

Lord Fear yelled something to Savashark and fired a laserbeam from his staff at the approaching shark. Savashark was hit head on by the beam and he was sent spinning away. He then straightened up and then charged at Lord Fear. Lord Fear was about to get hit, when Anvil stepped in and smashed Savashark into a carnival booth with his iron anvil.

Spidertor slashed his pike at Pigface, who dodged it with his good agility. The pig then dashed around Spidertor and sucked in his chest, they his nostrils burst open and a spray of green snot flew out and covered Spidertor and the ground. Blinded by snot, Spidertor slipped on the snot on the ground and went skidding out of control, right into a brick wall.

Lancelot screamed with anger, raising his sword and towering over Rotgut and Dirty Rat. The two squealed with fright and ran off. Unfortunately, Rotgut's leg snapped off and he tumbled over into some mud. Lancelot caught up to Rotgut and he turned his sword around into a dagger-like position. Rotgut pupils shrank to a minuscule size.

"Wait partner! Rotgut's already dead!" cried Rotgut.

"Well so am I, knave!" replied Lancelot and was about to strike Rotgut, when two vines wrapped around Lancelot and made him drop his sword.

Poison stood triumphantly behind Lancelot, Lady Illusion beside her. More ivy shot from Poison's body and wrapped around Lancelot's armour, despite the fact he was now a ghost. Poison then spun Lancelot around in the air and then threw him up in the air. Lady Illusion formed a crystal ball in her hand, except it was larger and orange, and launched it up into the air with a catapult manoeuvre. The bomb hit Lancelot's chest and it exploded. Lancelot's body fell to pieces and came tumbling down to earth. His charred helmet tumbled about and rolled over to Rotgut's loose foot.

"Oh drat!" cursed Lancelot's helmet, as Rotgut's foot kicked it away.

Kilobyte and Nebulous were trading blows. It was two against six, and Kilobyte was winning, until Nebulous melted away into a large shadow and morphed with Kilobyte's shadow and he became a giant shadow beast, which grabbed Kilobyte and started to squeeze his body, blocking the air from reaching Kilobyte's nostrils. Kilobyte managed to whistle before he ran out of breath, and Fred flew up from behind the Haunted House and tackled Nebulous, separating him from Kilobyte's shadow and sending him somersaulting into a lamppost.

The carnival dwellers cheered with triumph, but then four enormous octopus tentacles appeared out of no where and trapped them in their slimy embraces.

"What in the-" gasped Lord Fear.

Out of the Deathstrike, stepped a mysterious figure. It was very humanoid, with four giant octopus tentacles coming out his back like Kilobyte. He had an ugly looking face, a pair of glowing red eyes was the most frightening feature of the face. He had large dragon wings, along with a dragon tail. A line of spikes went down his back and a strange symbol that resembled an eagle.

"Muhahahaha! Greetings fools!" bellowed the creature. "I am The Connector! Leader of the Behemoth X!".

The Connector turned to face Kilobyte and cringed at the Cyber Stalker.

"Kilobyte…my arch nemesis…" spat Connector, his red eyes glowing fiercely.

"What?" cried the Master Programmer in surprise, who was watching from his Fortress of Solitude. "What is he doing there? I thought I recycled him?".

"Your arch nemesis?" asked Kilobyte, slightly confused.

"Yes, I have been waiting for several years for this day," said Connector "And now, I shall destroy you!".

Kilobyte smirked at Connector's overconfidence and punched Connector with an uppercut from one of his tentacles. Connector loosened his grip on Kilobyte, Lord Fear and the others, as he clutched his face in pain.

"Attack!" shouted Kilobyte and Lord Fear let rip a powerful beam from Staff Head.

Connector blocked the attack with a shield and then fired an electrical ball at Kilobyte, striking him in the chest and sending him spinning into the air. Fred caught Kilobyte and he then headbutted Connector away. Nebulous leapt in and slapped Fred with a swift cloaked arm. Fred rolled onto the ground and squashed Kilobyte in the process. Kilobyte managed to slowly get up and tackled Nebulous to the ground. Connector seized Kilobyte with a tentacle and tossed him aside. Nebulous fired to shadow blasts from his hands at Lord Fear and his minions and the ground exploded under their feet, sending them all flying off into different directions.

Savashark, Lancelot and Spidertor were about to join the battle, when Anvil flew down from the sky and landed on them, Anvil hitting his head on a rock and knocking himself out.

Kilobyte and Connector dashed at eachother, and they slammed their tentacles to the one opposite, trying to push the other down.

"Grrr…" growled Connector.

"Hmhmhmhm!" laughed Kilobyte, who was winning.

Suddenly, a lightning bolt struck the two battling foes and knocked them down. The two looked up to see Ace Lightning and Sparx fly down from the sky.

"Hope you don't mind me crashing this party?" asked Ace sarcastically and fired lightning bolts down at Kilobyte and Connector. The two villains jumped up and prepared for battle.

"We'll have to join forces to vanquish them!" cried Connector.

"Very well" replied Kilobyte and whistled to Fred, who has crashed into the side of a carousel.

Fred flew up to Kilobyte, who leapt onto his back. Fred took off into the sky to battle Ace and Sparx. Connector whistled towards the Deathstrike and out of it came an orange raptor, with yellow stripes on its body, green spines running down from its head to its tail. It had gnashing fangs and thrashing claws. Electrical sparks flew randomly from the raptor's hands.

"Come, 10,000 Volt Raptor!" commanded Connector, leaping onto the raptor's back. "Let's battle these fools!".

The 10,000 Volt Raptor sprang up into the air with the same capabilities a kangaroo would have when it was jumping. Raptor tackled Sparx headlong and knocked her off the Lightning Flash. Sparx landed on the ground in a heap, a sword landing not far from her. Connector landed as well and Raptor prepared to go in for the kill. Ace dodged Kilobyte's attacks and fired lightning bolts at Connector. Raptor helped Connector dodge the attacks by running around in weird patterns.

Sparx managed to crawl away and she tripped up Lord Fear, one of his Amulet pieces tumbling out of his cloak. Sparx quickly scooped it off the ground.

"She has got a piece of the Amulet! Pigface, Anvil, destroy her!" cried Lord Fear.

Pigface gave chase to Sparx, and Anvil clutched his head in pain.

"Anvil ready to smash Sparx!" said Anvil, back in his dim-witted state.

Sparx grabbed her sword and electrocuted Pigface and Anvil. The two ruffians collapsed in defeat.

"Ace! I got the Amulet!" cried Sparx.

"Great, Sparx" cheered Ace and slashed Fred across the face with his Lightning Lance.

Fred and Kilobyte went crashing to the ground. Ace picked up Sparx and placed her on the Lightning Flash and the two flew away.

Kilobyte angrily stood up and turned to Lord Fear.

"You fool! Lightning got a piece of the Amulet!" shouted Kilobyte.

"Shut up! Lightning has only one piece, we have four" said Lord Fear.

"I guess you are right…for once", said Kilobyte. "This little twist is just what we may need to defeat Ace Lightning and finish this hunt".

"This is not a hunt, Kilobyte. It is a war!" snapped Lord Fear angrily.

"Quiet, both of you!" snarled Connector. "Ace Lightning is your foe, and now mine! We shall defeat him…together!".

"Uh…milord. Where is Poison Ivy?" asked Staff Head, looking around the carnival.

"And where has Spidertor gone off too?" questioned Lancelot.

---

At the Thunder Tower, Thunderfoot approached a water fountain which was built into a tall stone. The only problem was the switch that activated the fountain was on top of the rock and Thunderfoot was small, despite the fact he was now a teenager and he was a very high jumper. Thunderfoot thought for a moment, after spending about five minutes jumping in frustration. He then decided to use his Thunder Axe to hit the button. He threw the axe up the side of the rock. It flew over the switch, but caused only a single drop of water to drip from the tap that was imbedded in the stone.

"Oh nuts. Now what am I going to do?" sighed Thunderfoot and he lowered his eyelids sadly.

Just then, the water fountain was turned on and water gushed out of the tap. Thunderfoot looked up in surprise. A beautiful young girl stood beside the water fountain, smiling at Thunderfoot. She was green in colour with long vine-like hair and a dress made completely out of leaves. It was Poison Ivy.

"Thankyou" thanked Thunderfoot and opened his mouth to drink the water.

He then decided to skip the drink and go onto a shower, shoving his entire body underneath the water. His body, which had gained fur over the three years, was totally soaked. Thunderfoot then opened his eyes and noticed that the young girl was staring down at Thunderfoot with her emerald eyes.

"I haven't seen you around here before…" said Thunderfoot curiously.

"That is because I am new in this dimension," spoke Poison. "And who are you?".

"I am Thunderfoot, and who do I have the name of addressing?" replied Thunderfoot.

"That is an interesting way to greet new people. I am Poison Ivy. You are certainly a cute one" replied Poison.

"Well…I…uh…" mumbled Thunderfoot, placing his hand behind his head and chuckling, red spread across his face.

Just then, a rock suddenly exploded and out of the ground came Spidertor, his yellow eyes placed on Poison.

"Muhahahahahaha! I caught up to you! Your betrayal will not go unpunished!" cried Spidertor and started to walk towards Poison. Thunderfoot grabbed Poison by the hand and ran with her down a passageway and into a building. Spidertor gave chase, crushing a flower on his way.

Thunderfoot and Poison tore down corridors of the Thunder Tower, Spidertor right behind them. Thunderfoot then pulled Poison into an elevator and hit the up button. Spidertor wasn't quick enough and the elevator shot up a tunnel. It eventually came to the outside world. Thunderfoot and Poison ran into a nearby forest which stood several miles from the Thunder Tower.

"That spider guy shouldn't be able to find you here" said Thunderfoot.

"Thanks, I owe you one" replied Poison.

She then bent down to Thunderfoot's level and pressed her lips on Thunderfoot's left cheek. She then ran off into the forest. Thunderfoot was left stunned, blushing. He placed his hand on his cheek and caressed it. Just then, he heard Sparx and Ace fly over head. He called to them and thankfully, Sparx managed to hear him and she gave him a ride.

The trio flew back to the Thunder Tower, not noticing Spidertor scurry away over a rocky cliff.

"_What did that weird spider want with Poison, and who is she?_" wondered Thunderfoot.

To be continued…

What does Spidertor want with Poison Ivy and is there an old connection between them? Is Connector got something to do with Kilobyte's and the Master Programmer's past? Will Lord Fear gain all the pieces of the Amulet and rule the universe? Will Thunderfoot and Poison meet again?

Fate's fickle hand will play a role in the next chapter, but whose fate will be the most perilous? Ace's? Kilobyte's? Lord Fear's? Possibly even the Master Programmer? No, the fate of a person will be decided. Find in the next chapter of Ace Lightning: Wrath of the Master Programmer, Chapter 4, Sacrifices Must Be Made.


	4. Sacrifices Must Be Made

Author's Note: Just to let you know, my fanfic has got up to K+ because of the number of deaths I plan to put in my story. So read, enjoy and criticize! Muhahahaha! Oh by the way, Sparx gets to kick ass!

**Chapter 4: Sacrifices Must Be Made**

Two days after Thunderfoot met Poison and took her to the nearby forest, he'd been in the Thunder Tower's library, trying find up information on her species and also any connections with that weird spider creature that chased them. Thunderfoot studied hard, all day long, until he nearly fell asleep. As he got drowsy, he suddenly found the two entries he was looking for:

_The Tree Spirit_

_Beautiful forest dwellers whom are always female, like Wendigos are always male. Romantic, kind and sometimes lethal, tree spirits can magically make plants grow at faster rates, or make them shrivel up and die. Tree spirits are also capable of transforming into walking, talking, breathing plants themselves. Many are good-natured and like having fun, while others have turned to devilry and wickedness. All Tree Spirits are reactive to fire and can burn to death if they come into contact with it. _

_The Spiderborg_

_These deadly insect-cyborgs are a cross between a human and a spider. Completely covered in armour, they have very strong defences and battle viciously. They have all the abilities of a spider, including walking up walls and firing web fluid from their rear-ends and their mouths. There are not many Spiderborgs remaining in the Sixth Dimension, but it is rumoured that they are thriving in Dimension Three. Beware; they can fire poisonous barbs from practically anywhere on their bodies. Approach with extreme caution! _

"Perfect! Now that I know what that weird spider guy thing was," said Thunderfoot, slamming the book shut. "I now know what to do if I have to battle that freak. But…what connection has he got with that Tree Spirit named Poison?".

"Ssshhh!" hissed the librarian.

Just then Ace and Sparx walked into the library. Ace patted Thunderfoot on the back and caught the young Lightning Knight off guard.

"Ack!" cried Thunderfoot, leaping up in surprise.

"SSSSHHHHH!" said the librarian louder.

"Ace, don't scare me like that" said Thunderfoot.

"Sorry Thunderfoot. We are going out to Dimension Four to see if there is any pieces of the Amulet there" said Ace.

"Okay, I'll come too" replied Thunderfoot.

"Alright! Let's rock!" cheered Sparx.

"I said quiet! Get out! The library is closed!" shrieked the librarian and shoved Ace, Sparx and Thunderfoot out of the library and locked the door as she left after the Lightning Knight. As she left, sparks flew from a nearby socket and out the tiny hole in the socket crawled Raptor, his orange electrical body burning the wall surrounding the socket. Raptor was able to transform his body into a cloud of electrical energy and travel through electrical wires.

Raptor rose up and checked to see if anyone was left in the room. He then heard a tapping on a window and saw Dirty Rat looking impatiently at him.

"Hey, dino-breath. Open the window!" ordered Dirty Rat.

Raptor mimicked Dirty Rat's words, but in his own weird language, which sounded when you spoke with your tounge sticking out of your mouth. Raptor dug his electrifying claws into the bottom of the window and pushed it upwards. Dirty Rat flew in and turned to face Raptor.

"Did you hear that? They think a new piece of the Amulet is in Dimension Four," said Dirty Rat. "We'd better tell the boss!".

Raptor spoke something in his gibberish language.

"Which boss? Um…Kilobyte?" said Dirty Rat.

"Rah! Za Connector!" replied Raptor, his gibberish becoming more understandable.

"No, Kilobyte!" Dirty Rat argued back.

"Connector!" hissed Raptor, and a blue lightning bolt show from his claw and pricked Dirty Rat, who grimaced with pain.

"Okay, okay! How about we tell both about this?" suggested Dirty Rat cowardly.

"Wery well" replied Raptor and he vanished into the socket from whence he came. Dirty Rat rolled his eyes and flew out of the window.

Outside the Thunder Tower, Commander Blackout approached Ace.

"Ace, I want to accompany you on your mission to Dimension Four" declared Blackout.

"I don't see any harm in that. Welcome aboard, commander" replied Ace.

The group boarded a small ship, except Sparx, who rode on the Lightning Flash and they flew off into the sky and found the portal to Dimension Four, Mount Infinity, an enormous mountain that covered almost the entire dimension. The group landed, but met an unwelcoming sight.

There stood Spidertor, Lancelot and Anvil, waiting for the Lightning Knights.

"Lightning Knights, how kind of you to join us" laughed Spidertor.

"We shall destroy you, so are masters can rule the universe without being disturbed!" added Lancelot, wielding his sword.

"Yeah, Anvil smash you all!" roared Anvil.

"Bring it!" challenged Sparx to the villains.

Anvil attacked first, but he was instantly defeated by Ace who blasted him with lightning bolts, and he faded away.

Lancelot and Spidertor then ran up. Thunderfoot retreated as Ace and Blackout took on Spidertor. Blackout leapt on Spidertor's back and started cheering like a cowboy, as if it was a rodeo. Spidertor growled and ripped Blackout from his back and threw him across the rocky field they were on. Blackout landed right beside Thunderfoot who was hiding behind a rock. Blackout rubbed his bum to ease the pain from the landing.

"Glad of you to drop in" said Thunderfoot sarcastically.

"Funny" snorted Blackout.

Lancelot charged at Sparx, who flipped off the Lightning Flash, the Sword of Jacob in his hand. The blades of Lancelot and Sparx clashed against eachother, Lancelot getting the upper hand with his sword slowly lowering the altitude of Sparx's sword. Sparx fended Lancelot off and then ducked as Lancelot swung his sword around, but missed and took a chunk out of a dead tree. Sparx shot up and hit Lancelot's helmet with a swift slash from her sword. Lancelot fought back with several lower slashes, which Sparx jumped over or blocked with the Sword of Jacob. Sparx then grabbed the end of her sword with both hands and slammed it into the green ghostly void of where Lancelot's waste would be. Sparx's eyes were wide as it simply went through, because she believed his waste was invisible.

"Ohohohoho! That tickles…" mocked Lancelot.

"This is bad" cried Sparx and leapt out of the way as Lancelot brought his sword down upon her.

The two continued their duel, passing Ace and Spidertor, who were punching eachother constantly. Blackout sprang through the air and sent a flying kick to Spidertor's protected head. Spidertor tumbled about as if he was in the middle of an earthquake and he was then fried by Ace. However, Spidertor did not give up. He grabbed his pike, which had been knocked to the floor and hit Blackout with it. Blackout fell down and Ace punched Spidertor again.

Sparx and Lancelot were now duelling up the side of Mount Infinity. Lancelot lunged at Sparx, who was leading the way up the mountain. Sparx slashed her sword and stabbed Lancelot right through the chest, but since he was just a ghost dressed in armour, he couldn't get hurt from such a weak attack. Lancelot threw his sword at Sparx and she managed to dodge it. Sparx then gasped as the sword got up on its own accord and battled her like crazy. Lancelot watched from a nearby rock, laughing maniacally at Sparx.

"Look! No hands!" he laughed, as he stood up and grabbed his sword.

Lancelot then disarmed Sparx and thrashing his sword upwards towards the sky and sending Sparx's sword spinning away. As Lancelot raised his sword to slash Sparx into oblivion, Thunderfoot ran in and thrusting his metal foot forward, he struck Lancelot's weakspot…which was between his legs. Lancelot shrieked in pain, dropping his sword and placed his hands on his weakspot.

"Right in the roundtables!" groaned Lancelot and he collapsed.

Back with the others, Ace successfully stole Spidertor's pike and tossed it down a chasm. Spidertor instinctively chased after it. Blackout followed and Ace moments later.

Spidertor reached the bottom of the chasm and found himself in an icy cavern. He picked up his pike which lay on the ground and then flexed his spider-like legs.

"My legs are killing me. All eight of them!" moaned Spidertor.

The Spiderborg than heard then sounds of groaning and small rocks scattering. He turned around to see Blackout skidding down the side of the chasm wall, Ace quickly following.

"Lights out for you, spiderboy!" shouted Blackout, getting out a blaster and firing green laserbeams at Spidertor. Spidertor cackled and dodged the blasts.

"No, it is lights out for you, Commander Blackout!" shouted Spidertor and threw his pike a lightning speed, as if it were a javelin.

The pike pierced Blackout's body, digging deep into the chest. Blackout gasped and grimaced, his teeth clenched together. Blood spurted out of the hole in which the pike had created. Blackout dropped his blaster and fell to his knees.

"NO!" cried Ace and he saw the event that shook his courage.

Ace dashed to his comrade's side, as Blackout rolled over into the Lightning Knight's arms. His shades slipped off revealing two hazel coloured eyes. They were filled with tears.

"My father told me…that my grandfather sacrificed himself…to save the Lightning Knights from evil…I didn't plan on dying in this manner…" croaked Blackout, his eyes growing weary, his breathing slowly decaying.

"You fought bravely, Blackout" said Ace. "I have respected you always".

"Thankyou, Ace" said Blackout, closing his eyes. "Do right…and fear not!".

And with that, Blackout's body was engulfed in golden light and he faded away into a shower of sparkling raindrops which vanished up into the sky.

Sparx and Thunderfoot, who stood on the edge of the chasm, watched the energy from Blackout's body fly up into the air and they bowed their heads in respect.

"Blackout was blacked-out!" joked Spidertor and burst out laughing.

Ace angrily turned around and pulled out the Lightning Lance from his back. He fired lightning bolts from it and they struck Spidertor who was sent flying.

"You killed my friend, and now you're gonna pay, Spidertor!" shouted Ace.

"Fool! I am more powerful than you could ever be! For I have a piece of the Amulet that boosts my power!" declared Spidertor. "You cannot beat me!".

To be continued...

Can Ace defeat Spidertor and avenge Blackout's death? Will Thunderfoot meet Poison Ivy again? Will Lord Fear regain the Amulet? Find out next time on Ace Lightning: Wrath of the Master Programmer, Chapter 5, The Spider's Wrath.


	5. The Spider's Wrath

Author's Note: Another short chapter here, folks. But the next will be longer. I promise!

**Chapter 5: The Spider's Wrath**

Spidertor, the giant vicious Spiderborg, stood wounded on the ground. He had just been in a major battle with Ace Lightning, after he had just murdered Commander Blackout. The ground surrounding the mechanical arachnid was smoking, from lightning bolts which had missed Spidertor. Spidertor's sharp pike lay several yards from him. Spidertor had a large cut in his chest armour and there was a small crack in his mask.

Sparx and Thunderfoot watched from a distance, on a sloppy cliff. Thunderfoot was trying to memorise what he had read in a book about Spiderborgs.

Spidertor suddenly scuttled towards his pike and Ace dived at him. Spidertor grabbed his pike, but received a flying kick from Ace, which sent him tumbling across the battlefield. Ace approached him and raised his wrist cannons.

"It is over, Spidertor!" cried Ace.

"Guess again," replied Spidertor, as he leapt up and headbutted Ace in the stomach.

Sparx then seized her Sword of Jacob and ran down the hill shouting. Spidertor watched as Sparx backflipped over him and slashed her blade at his throat. She missed, but scraped a layer of metal off of his shoulder. Ace fired lightning bolts at Spidertor, at the struck his front legs, which bended back and the spider fell over. Sparx then jumped up into the sky and was about to bring her sword down on Spidertor's head, when his left arm lashed out and seized Sparx, tossing her and the sword away. Ace leapt up and punched Spidertor in the face, but the superhero then shook his hand in pain, as he had hit Spidertor's metal mask. He then launched lightning bolts at Spidertor.

"You are a fool, Lightning!" snarled Spidertor, blocking on of Ace's lightning bolts. "I have powerful defence".

"But what about your offence?" asked Ace obnoxiously

Spidertor chuckled and threw his pike. Ace moved out of the way as the sharp weapon landed. Spidertor quickly picked it up and slashed it at Ace. Ace battled back with the Lightning Lance. Sparx joined in with her blade. Ace and Sparx swung their weapons frantically as Spidertor scuttled backwards, his eight legs tripping over eachother.

Spidertor fell down and then pummelled Ace with his legs. Ace dropped the Lightning Lance and was pushed back into Sparx, and the two collapsed on the ground beside eachother. Ace was up in a shot, Sparx quickly afterwards. Spidertor lashed out and sent Sparx flying. He then grabbed Ace by the neck. Ace couldn't breath, so his electrical powers died out. Spidertor chucked and noticed Sparx running towards him like a runaway train. He spun his pike about and threw it at Sparx like a boomerang. It hit her and she spun about in midair and collapsed to ground, unconscious.

Ace struggled to free himself from Spidertor's grip. Spidertor snickered and his free arm moved into a giant gun turret.

"Farewell Ace Lightning," laughed Spidertor and was about to fire, when Thunderfoot dived down from the sky and cut the gun turret clear off with his Thunder Axe. Spidertor roared and dropped Ace.

"Ace, blast his chest, that is his weakspot!" cried Thunderfoot.

Ace then fired a Ring of Flame attack at Spidertor. The fiery blast hit home and Spidertor screeched and roared as his body started to burn. His remaining arm thrashed at the air around him as the flames spread over his body like locust. As the flames consumed him and smoke rose into the air, Spidertor glared at the Lightning Knights.

"Behemoth X…FFFFFOOOOOORRRREEEEEVVVVVEEEEEEEEEERRRRRR!" he shouted as his body exploded and engulfed in a dazzling firestorm.

Ace and Thunderfoot covered their eyes as the firestorm soared into the sky, almost reaching the peek of Mount Infinity. Ace then approached the unconscious Sparx and slowly started to walk up the hill to the ship. Thunderfoot noticed Blackout's pistol and picked it up. He closed his eyes for a couple of seconds and ran after Ace.

At the Carnival of Doom, Connector sat in the "throne room" of the Deathstrike. He has an energy link with his generals, and has felt Spidertor die. He heard footsteps and noticed that Lancelot had returned to the carnival, his armour cracked and battered from his battle with Sparx. He bowed before Connector, but his helmet fell off and clattered on the floor. Connector got out of his throne and used one of his red octopus tentacles to place Lancelot's helmet back on its body.

"I am sorry, master" said Lancelot apologetically.

"You are forgiven, Lancelot. The Lightning Knights are more powerful than I suspected. Spidertor's body may be crippled and destroyed, but his memory will live on!" said Connector.

"That is so beautiful!" sobbed Lancelot and started crying.

"Spidertor's death will be avenged!" cried Connector and turned to Lancelot who immediately stood up straight. "Get Nebulous and meet me at the haunted house, it is time to act!".

At the haunted house, Lord Fear played the organ and his minions sat behind him. Rotgut had his ears covered, and Kilobyte stood in the shadows, shaking his head coldly at the skeleton.

"_Pathetic. The Master of Fear plays music than destroying Ace Lightning._" he thought.

Lord Fear then started singing some pirate-like music on the organ and he and Savashark broke into song.

"Billy. Billy McCaw. Come give a tune on your moldy guitar. And Billy would strike up on his moldy guitar, and he did strike up on his moldy guitar. And then we'd fell barmy in each iron tear and emotions would make us all order more beer…" sang the two.

Kilobyte's tentacles suddenly lashed out and hit Lord Fear over the head.

"Silence! That infernal racket is enough to drive me insane!" snapped Kilobyte.

"Well excuse me! Maybe you should go visit a sushi bar!" replied Lord Fear, grabbing Staff Head.

Fear was about to blast the hell out of Kilobyte, when Connector's red octopus tentacle grabbed him around the waist and threw him to the floor. Connector approached Lord Fear, his red eyes blaring with anger.

"Lightning has killed one of my generals…" spoke Connector.

"Uh, good luck with that?" said Lord Fear.

"I believe it is time to launch a full invasion on Lightning's headquarters and slay every Lightning Knight there!" shouted Connector.

Kilobyte took this into interest and approached his "brother".

"That is an interesting idea, brother" said Kilobyte.

"Don't call me "brother"" growled Connector in protest.

"We shall attack Lightning's base, like you said, but we need reinforcements" said Kilobyte.

"But how and where are we supposed to get reinforcements?" said Lord Fear, still on the floor.

"Shut up!" cried Kilobyte and Connector.

"Sorry…" whimpered Lord Fear.

"Actually, I have a minion hiding in this carnival attraction," said Connector.

"What?" cried Lord Fear in astonishment.

Connector smirked and looked over to a small puddle of black liquid in a corner of the room. One of his tentacles slithered threw the air and poked the puddle and wave of energy flew over it. The puddle started to ripple and bubble, and it suddenly seeped across the floor and stopped beside Lord Fear and started to grow in length and width. Lord Fear gasped as his legs were engulfed in black sticky liquid and he was unable to move.

The puddle of black liquid began to form into a large mould which continued to grow taller. It then formed into an enormous black hand for several seconds, before the thumb and little finger became fat arms with large clawed hands, while the three other fingers bent downwards and melted into the liquid. A giant Cyclops eye snapped open in the centre of the new creature and a mouth appeared as well, full of sharp teeth and a green tounge. He laughed evilly and looked around at his audience.

"Meet the formidable Tar Monster!" announced Connector.

"Hi!" greeted the Tar Monster and shot out his right hand, which had a lot of dripping tar falling from its underside.

The minions all grimaced and waved at Tar Monster nervously. Tar Monster noticed Lord Fear, who was trying to desperately use Staff Head to pull his way out of the brute's sticky body.

"Help me, my sturdy staff!" pleaded Lord Fear.

"Careful, I'll splinter!" replied Staff Head.

"We now have enough strength to bring down Ace Lightning!" declared Kilobyte. "Let's move!".

Kilobyte was the first to leave. He whistled for his beloved wasp, Fred, and flew off in the direction of the Thunder Tower. He somehow knew which was it was.

Lord Fear, who managed to escape Tar Monster's body with help from Anvil, boarded the Doom Wagon and flew after Kilobyte.

The rest of the group went on the Deathstrike which floated up into the air and blasted off into the sky using rockets that were installed in the back of the flying fortress. The only being in the carnival was the mysterious Lady Illusion. She looked concerned as the Deathstrike vanished into the sky.

"I have to warn Ace," she said out loud and spun around until she disappeared in a flash of light.

Will Lady Illusion get to Ace and warn him in time? Will all of the Lightning Knights be killed by the forces of the Carnival of Doom? What powers does this new Tar Monster possess? Can Ace restore the Amulet and defeat Kilobyte? Find out next time on Ace Lightning: Wrath of the Master Programmer, Chapter 6, The Shocking Showdown.


End file.
